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Questerre Energy — Proxy Solicitation & Information Statement 2021
Nov 11, 2021
9913_rns_2021-11-10_5eb8a4ab-a054-474a-9545-8499faed6793.pdf
Proxy Solicitation & Information Statement
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a special meeting (the “ CP Special Meeting ”) of the holders of common shares (“ CP common shares ”) of Canadian Pacific Railway Limited (“ CP ”) will be held virtually via live webcast online at https://www.web.lumiagm.com/489073275 on December 8, 2021 at 9:00 a.m. (Mountain Time) (password “CPR2021”). The following two items of business will be considered at the CP Special Meeting:
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an ordinary resolution (the “ Share Issuance Resolution ”), the full text of which is set out in “ Appendix A – Resolutions to be Approved at the Meeting ” to the accompanying management proxy circular of CP dated November 1, 2021 (the “ Management Proxy Circular ”), approving the issuance of the number of CP common shares as shall be necessary to issue the Share Consideration under the terms of the Merger Agreement (as such terms are defined in the Management Proxy Circular), currently anticipated to be up to 264,723,997 CP common shares, subject to a maximum of 277,960,197 CP common shares; and
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a special resolution (the “ Name Change Amendment Resolution ”), the full text of which is set out in “ Appendix A – Resolutions to be Approved at the Meeting ” to the Management Proxy Circular, approving an amendment to CP’s articles of incorporation to change its name to “Canadian Pacific Kansas City Limited”, which amendment is conditional upon the occurrence of the Control Date (as defined in the Management Proxy Circular).
We will also consider other business that may properly come before the CP Special Meeting or any adjournment or postponement thereof. This Notice of Special Meeting is accompanied by the Management Proxy Circular and a form of proxy or voting instruction form (as applicable). CP shareholders are referred to the Management Proxy Circular for more detailed information regarding the matters to be considered at the CP Special Meeting.
Completion of the Transaction (as defined in the Management Proxy Circular) is not conditional on CP shareholders approving the Name Change Amendment Resolution. If the Share Issuance Resolution is not approved by the CP shareholders, the Name Change Amendment Resolution will not be voted on at the CP Special Meeting.
The directors of CP have fixed November 1, 2021 as the record date for the CP Special Meeting. CP shareholders of record as at the close of business on November 1, 2021 are entitled to notice of the CP Special Meeting and to vote thereat or at any adjournment or postponement thereof.
To be effective, your proxy must be received before 9:00 a.m. (Mountain Time) on December 7, 2021 or not less than 24 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for holding the CP Special Meeting (or any adjournment or postponement thereof). The time limit for the deposit of proxies may be waived or extended by the Chair of the CP Special Meeting at his or her discretion without notice. Late proxies may be accepted or rejected by the Chair of the CP Special Meeting at his or her discretion without notice.
If you are a non-registered (beneficial) CP shareholder and have received these materials through a broker, bank or other agent, you must provide your voting instructions to, or complete, sign and return your voting instruction form in accordance with the instructions provided by such broker, bank or other agent.
In the Management Proxy Circular, you will find important information and instructions about how to participate at the virtual meeting. Every vote matters. Please remember to vote your CP common shares by proxy, telephone or online during the CP Special Meeting. If you have questions or require assistance voting, you may contact CP’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors. You can find Kingsdale Advisors’ contact information inside the back cover of the Management Proxy Circular.
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We look forward to your participation in our virtual meeting on December 8, 2021.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) “ Jeffrey Ellis ”
Jeffrey Ellis Corporate Secretary Calgary, Alberta November 1, 2021.
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